EXHIBIT 3.2


                         BANCORP RHODE ISLAND, INC.


                            (a stock corporation
                          organized pursuant to the
                   Rhode Island Business Corporation Act)



                                    _____

                                   BY-LAWS
                                    _____



                           /s/ Margaret D. Farrell
                       ------------------------------
                       Margaret D. Farrell, Secretary

                       As Adopted on February 15, 2000
                           (Amended May 19, 2004)


<PAGE>


                         BANCORP RHODE ISLAND, INC.

                             (the "Corporation")

         (a stock corporation organized pursuant to the Rhode Island
                          Business Corporation Act)



                                   BY-LAWS

      These By-Laws are subject to the Articles of Incorporation of the
Corporation.  References herein to law, the Articles of Incorporation and
these By-Laws mean the law, the provisions of the Articles of Incorporation
and the By-Laws as from time to time in effect.


                                  ARTICLE I

                                   Offices
                                   -------

      SECTION 1.01.  Registered Office.  The registered office of the
Corporation shall be at 1500 Fleet Center, Providence Rhode Island, or such
other location as the Board of Directors of the Corporation (the "Board")
may designate, subject to change as authorized by law.

      SECTION 1.02.  Other Offices.  The Corporation may also have an office
or offices at such places both within and without the State of Rhode Island
as may from time to time be determined by the Board or as the business of
the Corporation may require.


                                 ARTICLE II

                                Shareholders
                                ------------

      SECTION 2.01.  Place of Meetings.  All meetings of the shareholders of
the Corporation shall be held at the principal executive offices of the
Corporation in Rhode Island or at such place either within or without the
State of Rhode Island as shall be fixed by the Board and specified in the
respective notices or waivers of notice of said meetings.

      SECTION 2.02.  Annual Meetings.

      (a)  The annual meeting of the shareholders for the election of
directors and for the transaction of such other business as properly may
come before the meeting shall be held at the principal office of the
Corporation in the State of Rhode Island, or such place as shall be fixed by
the Board, at 10:00 a.m., local time, on the third Wednesday in May in each
year, if not a legal holiday at the place where such meeting is to be held,
and, if a legal holiday, then on the next succeeding business day not a
legal holiday at the same hour.


<PAGE>  1


      (b)  In respect of the annual meeting for any particular year, the
Board may, by resolution, fix a different day, time or place (either within
or without the State of Rhode Island) for the annual meeting.

      (c)  If the election of directors shall not be held on the day
designated herein or the day fixed by the Board, as the case may be, for any
annual meeting, or on the day of any adjourned session thereof, the Board
shall cause the election to occur at a special meeting to be held as soon
thereafter as practicable.  At such special meeting the shareholders may
elect the directors and transact other business with the same force and
effect as at an annual meeting duly called and held.

      SECTION 2.03.  Matters to be Considered at Annual Meetings.  At an
annual meeting of shareholders, only such new business shall be conducted,
and only such proposals shall be acted upon as shall be proper subjects for
shareholder action pursuant to the Articles of Incorporation, these By-Laws,
or applicable law and shall have been brought before the annual meeting (a)
by, or at the direction of, the Board, the Chairman of the Board, or the
President or (b) by a shareholder of the Corporation who complies with the
notice procedures set forth in this Section 2.03.

      For a proposal to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a shareholder's
notice must be received at the principal executive offices of the
Corporation not less than 60 days nor more than 150 days prior to the
scheduled annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the shareholder to be
timely must be so delivered or received not later than the close of business
on the tenth day following the earlier of the day on which such notice of
the date of the scheduled annual meeting was mailed or the day on which
public disclosure was made.  A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the
annual meeting (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at
the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business and any
other shareholders known by such shareholder to be supporting such proposal,
(c) the class and number of shares of the Corporation's capital stock which
are beneficially owned by the shareholder on the date of such shareholder
notice and by any other shareholders known by such shareholder to be
supporting such proposal on the date of such shareholder notice, and (d) any
financial interest of the shareholder in such proposal.

      Nothing contained in this Section 2.03 shall require proxy materials
distributed by the management of the Corporation to include any information
with respect to shareholder proposals.

      The Board may reject any shareholder proposal not timely made in
accordance with the terms of this Section 2.03.  If there is an Interested
Shareholder (as defined below), any


<PAGE>  2


determinations to be made by the Board or a designated committee thereof
pursuant to the provisions of this paragraph shall also require the
concurrence of a majority of the Continuing Directors (as defined below)
then in office.

      This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, Directors, and
committees, but in connection with such reports, no matter shall be acted
upon at such annual meeting unless stated and filed as herein provided.

      As used in these By-Laws, the terms "Interested Shareholder" and
"Continuing Director" shall have the same respective meanings assigned to
them in the Articles of Incorporation.  Any determination of beneficial
ownership of securities under these By-Laws shall be made in the manner
specified in the Articles of Incorporation.

      SECTION 2.04.  Special Meetings.  A special meeting of the
shareholders for any purpose or purposes may be called at any time by the
Chairman of the Board or the President or by a majority of the Board then in
office (provided, however, that if there is an Interested Shareholder, any
such call by the Board shall also require the affirmative vote of a majority
of the Continuing Directors then in office).

      SECTION 2.05.  Notice of Meetings.  Except as otherwise required by
law, a written notice of each meeting of shareholders stating the place, day
and hour thereof and, in the case of a special meeting, the purposes for
which the meeting is called, shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting, to each shareholder of
record entitled to vote thereat either personally or by depositing it in the
United States mail, postage prepaid, and addressed to such shareholder at
his address as it appears in the stock transfer books of the Corporation.
Such notice shall be given by or at the direction of the President, the
Secretary or the officer or persons calling the meeting.  Notice of any
adjourned session of a meeting of the shareholders shall not be required to
be given except when expressly required by law.  A written waiver of notice
of any meeting of the shareholders signed by the shareholder or shareholders
entitled to notice, whether before or after the time stated therein, shall
be equivalent to the giving of notice of such meeting (including any
adjourned sessions thereof).  Neither the business to be transacted at, nor
the purpose of any meeting of the shareholders or any adjourned session
thereof need be specified in the written waiver of notice.  Attendance of a
shareholder at a meeting or any adjourned session thereof shall constitute a
waiver of notice of such meeting, except when the shareholder attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

      SECTION 2.06.  Quorum.

      (a)  At each meeting of the shareholders, except where otherwise
provided by statute, the Articles of Incorporation or these By-Laws, the
holders of record of a majority of the issued and outstanding shares of
stock of the Corporation entitled to vote at such meeting, present in person
or represented by a proxy, shall constitute a quorum for the transaction of
business.


<PAGE>  3


      (b)  In the absence of a quorum a majority in interest of the
shareholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such shareholders, any
officer entitled to preside at, or act as secretary of, such meeting, shall
have the power to adjourn the meeting from time to time, until shareholders
holding the requisite amount of stock shall be present or represented.  At
any such adjourned meeting at which a quorum shall be present any business
may be transacted which might have been transacted at the meeting as
originally called.

      SECTION 2.07.  Voting.

      (a)  Except as otherwise provided by law or by the Articles of
Incorporation or these By-Laws, at every meeting of the shareholders each
shareholder shall be entitled to one vote, in person or by proxy, for each
share of capital stock of the Corporation entitled to vote registered in his
name on the books of the Corporation:

            (i)  on the date fixed pursuant to Section 6.03 of these By-Laws
            as the record date for the determination of shareholders
            entitled to vote at such meeting; or

            (ii) if no such record date shall have been fixed, then the
            record date shall be at the close of business on the day  on
            which notice of such meeting is given.

      (b)  Neither treasury shares, nor shares held, directly or indirectly,
by another corporation if a majority of the shares entitled to vote for the
election of directors of such corporation is held by the Corporation, shall
be voted at any meeting of shareholders; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held in a fiduciary capacity.

      (c)  Any shareholder entitled to vote may do so in person or by his
proxy appointed by an instrument in writing subscribed by such shareholder
or by his attorney thereunto authorized,  provided, however, that no proxy
shall be voted after eleven months from its date, unless said proxy provides
for a longer period.  Proxies shall be filed with the Secretary at the
meeting, or of any adjournment thereof, before being voted.  Proxies
solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a
majority of the Board.  Except as otherwise limited therein, proxies shall
entitle the persons authorized thereby to vote at any adjournment of such
meeting, but they shall not be valid after final adjournment of such
meeting.  A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to
exercise of the proxy the Secretary of the Corporation receives a specific
written notice to the contrary from any one of them.  A proxy purporting to
be executed by or on behalf of a shareholder shall be deemed valid unless
successfully challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger.

      (d)  At all meetings of the shareholders, all matters (except where
other provision is made by law or by the Articles of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
shareholders entitled to vote thereon, present in person or by proxy at such
meeting, a quorum being present.  Any election by shareholders shall be
determined by a


<PAGE>  4


plurality of votes cast, except where a larger vote is required by law, the
Articles of Incorporation or these By-Laws.  No ballot shall be required for
any election unless requested by a shareholder entitled to vote in the
election.

      SECTION 2.08.  Inspectors.  The Chairman of the meeting may at any
time appoint two or more inspectors to serve at any meeting of the
shareholders.  Such inspectors shall decide upon the qualifications of
voters, accept and count the votes for and against the questions presented,
report the results of such votes, and subscribe and deliver to the secretary
of the meeting a certificate stating the number of shares of stock issued
and outstanding and entitled to vote thereon and the number of shares voted
for and against the questions presented.  The inspectors need not be
shareholders of the Corporation, and any director or officer of the
Corporation may be an inspector on the question other than a vote for or
against his election to any position with the Corporation or on any other
question in which he may be directly interested.  Before acting as herein
provided, each inspector shall subscribe an oath faithfully to execute the
duties of an inspection with strict impartiality and according to the best
of his ability.

      SECTION 2.09.  List of Shareholders.

      (a)  It shall be the duty of the Secretary or other office of the
Corporation who shall have charge of its stock ledger to prepare and make,
or cause to be prepared and made, at least ten days before every meeting of
the shareholders, a complete list of the shareholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of the
shareholder

      (b)  Such list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
shareholder who is present.

      (c)  The stock ledger shall be conclusive evidence as to who are the
shareholders entitled to examine the stock ledger and the listing of
shareholders required by this Section 2.09 on the books of the Corporation
or to vote in person or by proxy at any meeting of shareholders.

                                 ARTICLE III

                             Board of Directors
                             ------------------

      SECTION 3.01.  General Powers.  The business, property and affairs of
the Corporation shall be managed by the Board.  In the event of a vacancy in
the Board, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.


<PAGE>  5


      SECTION 3.02.  Number, Qualification and Term of Office.

      (a)  The number of directors of the Corporation which shall constitute
the whole Board shall be determined in accordance with the provisions of the
Articles of Incorporation.  No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.

      (b)  The Board shall be divided into three classes in accordance with
the provisions of the Articles of Incorporation, shall be nominated in
accordance with the provisions of these By-Laws, and shall be elected and
shall serve terms in accordance with the provisions of the Articles of
Incorporation and these By-Laws.

      (c)  Each director shall have such qualifications as are required by
applicable law  Directors need not be residents of Rhode Island or
shareholders of the Corporation.

      SECTION 3.03.  Director Nominations.  Nominations of candidates for
election as directors at any annual meeting of shareholders may be made (a)
by, or at the direction of, a majority of the Board (unless there is an
Interested Shareholder, in which case the affirmative vote of a majority of
the Continuing Directors shall also be required) or (b) by any shareholder
entitled to vote at such annual meeting.  Only persons nominated in
accordance with the procedures set forth in this Section 3.03 shall be
eligible for election as directors at any annual meeting.

      Nominations, other than those made by, or at the direction of, the
Board (or by the Continuing Directors, if required), shall be made pursuant
to timely notice in writing to the Secretary of the Corporation as set forth
in this Section 3.03.  To be timely, a shareholder's notice shall be
delivered to, or mailed and received, at the principal executive offices of
the Corporation not less than 60 days nor more than 150 days prior to the
date of the scheduled annual meeting, regardless of postponements,
deferrals, or adjournments of that meeting to a later date; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the scheduled annual meeting is given or made, notice by the
shareholder to be timely must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made.  Such shareholder's notice
shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director and as to the shareholder
giving the notice (i) the name, age, business address and residence address
of such person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of the Corporation's capital stock
which are beneficially owned by such person on the date of such shareholder
notice and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies with respect to
nominees for election as directors, pursuant to proxy regulations
promulgated under the Securities Exchange Act of 1934, as amended; and (b)
as to the shareholder giving the notice (i) the name and address as they
appear on the Corporation's books, of such shareholder and any other
shareholders known by such shareholder to be supporting such nominees and
(ii) the class and number of shares of the Corporation's capital stock which
are beneficially owned by such shareholder on the date of such shareholder
notice and by any other shareholders known by such


<PAGE>  6


shareholder to be supporting such nominees on the date of such shareholder
notice.  At the request of the Board, any person nominated by, or at the
direction of, the Board for election as a director at an annual or special
meeting shall furnish to the Secretary of the Corporation that information
required to be set forth in the shareholder's notice of nomination which
pertains to the nominee.

      Nothing contained in this Section 3.03 shall require proxy materials
distributed by the management of the Corporation to include any information
with respect to nominations by shareholders.

      No person shall be elected as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.03.
Ballots bearing the names of all the persons who have been nominated for
election as directors at an annual or special meeting in accordance with the
procedures set forth in this Section 3.03 shall be provided for use at such
annual or special meeting.

      The Board may reject any nomination by a shareholder that is not
timely made in accordance with this Section 3.03 or does not satisfy any
requirements of this Section 3.03 in any material respect.  If there is an
Interested Shareholder, any determinations to be made by the Board or a
designated committee thereof pursuant to the provisions of this paragraph
shall also require the concurrence of a majority of the Continuing Directors
then in office.

      SECTION 3.04.  Quorum and Manner of Acting.

      (a)  Except as otherwise provided by statute or by the Articles of
Incorporation, a majority of the directors at the time in office shall
constitute a quorum for the transaction of business at any meeting and the
affirmative action of a majority of the directors present at any meeting at
which a quorum is present shall be required for the taking of any action by
the Board.

      (b)  In the absence of a quorum at any meeting of the Board such
meeting need not be held, or a majority of the directors present thereat or,
if no director be present, the Secretary may adjourn such meeting from time
to time until quorum shall be present.  Notice of any adjourned meeting need
not be given.

      SECTION 3.05.  Offices, Place of Meeting and Records.  The Board may
hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Rhode
Island as the Board may from time to time determine.  The place of meeting
shall be specified or fixed in the respective notices or waivers of notice
thereof, except where otherwise provided by statute, by the Articles of
Incorporation or these By-Laws.

      SECTION 3.06.  Annual Meeting.  The Board shall meet for the purpose
of organization, the election of offices and the transaction of other
business, as soon as practicable following each annual election of
directors.  Such meeting shall  be called and held at the place and time
specified in the notice or waiver of notice thereof as in the case of a
special meeting of the Board.


<PAGE>  7


      SECTION 3.07.  Regular Meetings.  A regular meeting of the Board shall
be held without other notice than this By-law on the same date and at the
same place as the annual meeting of shareholders, or the special meeting
held in lieu thereof, following such meeting of shareholders.  The Board may
provide by resolution, the time, date and place for the holding of regular
meetings without other notice than such resolution, provided that notice of
the first regular meeting following any such determination shall be given to
absent directors.  There shall be regular meetings of the Board at a place
or places fixed from time to time by the Board.

      Regular meetings of any committee designated by the Board may be held
without call or notice at such places within or without the State of Rhode
Island and at such times as the Board or committee may from time to time
determine.

      SECTION 3.08.  Special Meetings; Notice.  Special meetings of the
Board shall be held whenever called by the Chairman of the Board or the
President or by a majority of the directors.  Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, or shall  be sent to him at his residence or at such
place of business by telegraph, cable or other available means, at least
three days before the day on which the meeting is to be held, or shall be
delivered personally or by telephone or facsimile, not later than twenty-
four hours before the meeting is to be held.  If mailed, such notice shall
be deemed to be delivered when deposited in the mail, with postage prepaid
thereon.  Each such notice shall state the time and place of the meeting but
need not state the purposes thereof except as otherwise herein expressly
provided.  Notice of any such meeting need not be given to any director,
however, if waived by him in writing or by telegraph, cable or otherwise,
whether before or after such meeting shall be held.  Attendance of a
director at a meeting shall constitute a waiver of notice of the meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.

      SECTION 3.09.  Removal of Directors.  Any director (including persons
elected by directors to fill vacancies in the Board) or the entire Board may
be removed at any time, for cause, by either (i) an affirmative vote of the
holders of not less than two-thirds of the outstanding shares of voting
stock, taking such action at an annual meeting of shareholders, or at a
special meeting of shareholders duly called for such purpose, or (ii) the
affirmative vote of not less than two-thirds of the directors then in
office, unless at the time of such action there shall be an Interested
Shareholder, in which case such action shall in addition require the
affirmative vote of at least two-thirds of the Continuing Directors then in
office.  Any or all of the directors may also be removed without cause by an
affirmative vote of the holders of not less than two-thirds of the
outstanding shares of voting stock, taking such action at an annual meeting
of shareholders, or at a special meeting of shareholders duly called for
such purpose.

      SECTION 3.10.  Resignation.  Any director of the Corporation may
resign at any time by giving written notice of his resignation to the Board,
to the Chairman of the Board or the President of the Corporation.  Such
resignation shall take effect at the date of receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.


<PAGE>  8


      SECTION 3.11.  Vacancies.  Vacancies and newly created directorships
shall be filled only by the affirmative vote of a majority of the Board then
in office, although less than a quorum, unless at the time of such action
there shall be an Interested Shareholder, in which case such action shall in
addition require the affirmative vote of at least two-thirds of the
Continuing Directors then in office.

      SECTION 3.12.  Compensation.  Each director, in consideration of his
serving as such, may be entitled to receive from the Corporation such amount
per annum or such fees for attendance at  meetings of the Board and its
committees, or both, together with reimbursement for the reasonable expenses
incurred by such director in connection with the performance of his duties
,as the Board shall from time to time determine, provided that nothing
herein contained shall be construed to preclude any director from serving
the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.

      SECTION 3.13.  Action Without a Meeting.  Except as may otherwise be
provided by the Articles of Incorporation or these By-laws, any action
required to be taken at any meeting of the Board, or any action which may be
taken at a meeting of the Board or a committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action to be taken, is
signed before or after such action by all of the members of the Board or of
such committee, as the case may be.  Such consent shall have the same effect
as a unanimous vote for all purposes, and may be stated as such in any
certificate or other document filed with the Secretary of State or retained
in the Corporation's records.

      SECTION 3.14.  Telephone Meetings.  Members of the Board or any
committee designated by the Board may participate in a meeting of such Board
or committee by means of conference telephone or similar  communications
equipment by means of which all persons participating in the meeting can
hear each other.

      SECTION 3.15.  Presumption of Assent.  A director of the Corporation
who is present at a meeting of the Board at which action on any Corporation
matter is taken shall be presumed to have assented to the action taken
unless his dissent or abstention has been entered in the minutes of the
meeting or unless he has filed a written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof
or has forwarded such dissent by registered mail to the Secretary of the
Corporation within five (5) days after the date such dissenting director
receives a copy of the minutes of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

                                 ARTICLE IV

                                 Committees
                                 ----------

      SECTION 4.01.  Board Committees.  The Board by resolution passed by a
majority of the whole Board, shall elect from its number an Executive
Committee, and may from time to time, by resolution passed by a majority of
the whole Board, designate one or more other committees, each committee to
consist of two or more directors of the Corporation, provided that the


<PAGE>  9


Executive Committee shall consist of five or more directors.  The Board may
delegate to such committees some or all of its powers except those which by
law, by the Articles of Incorporation or by these By-laws may not be
delegated.  Any such committee, to the extent provided in the resolution or
in these By-Laws and as permitted by applicable law, shall have and may
exercise the powers of the Board in the management of the business and
affairs of the Corporation.

      A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board shall
otherwise provide.  The Board shall have the power to change the members of
any committee at any time, to fill vacancies and to discharge any such
committee, either with or without cause, at any time.

      SECTION 4.02.  Alternates.  The Board may, by resolution passed by a
majority of the whole Board, designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member
at any meeting of the committee; provided, however, that in the absence of
any such designation of alternates the member or members of any committee
present at any meeting and not disqualified from acting, whether or not he
or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any absent or disqualified
member.

      SECTION 4.03.  Additional Committees.  The Board may from time to time
create such additional advisory committees of directors, officers, employees
or other persons designated by it (or any combination of such persons) for
the purpose of advising with the Board and the officers and employees of the
Corporation in all such matters as the Board shall deem advisable and with
such functions and duties as the Board shall by resolutions prescribe.

      A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board shall
otherwise provide.  The Board shall have power to change the members of any
committee at any time to fill vacancies and to discharge any such committee,
with or without cause, at any time.


                                  ARTICLE V

                                  Officers
                                  --------

      SECTION 5.01.  Number.  The officers of the Corporation shall include
a Chairman of the Board and one or more Vice Chairmen of the Board (if
elected pursuant to Section 5.07), a President, a Treasurer and a Secretary
and such other officers, if any, including, without limitation, a Chief
Executive Officer, a Chief Operating Officer, and one or more Vice
Presidents (the number thereof and variations in title to be determined by
the Board),  as the Corporation may find necessary for the management of its
affairs.  In addition, there may be such other or subordinate officers,
agents and employees as may be appointed in accordance with the provisions
of Section 5.03.  Any two or more offices may be held by the same person.

      SECTION 5.02.  Election, Qualification and Term of Office.  The
officers of the Corporation shall first be elected by its subscribers or by
the initial Board.  Thereafter, each


<PAGE>  10


officer of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.03, shall be elected annually by
the Board and shall hold office until his successors shall have been duly
elected and qualified, or until his death, or until he shall have resigned
or shall have been removed in the manner herein provided. Each officer and
employee of the Corporation required by law to be bonded shall be bonded in
such form and in such amount, and with such filings or notices, as may be
required by law.  Any officer may be required by the Board to secure the
faithful performance of his duties to the Corporation by giving bond in such
amount and with sureties or otherwise as the Board may determine.  The
Chairman of the Board and the President may serve and remain as directors.
Election or appointment of an officer, employee or agent shall not of itself
create contract rights to continued employment or otherwise.  The Board may
authorize the Corporation to enter into an employment contract with any
officer in accordance with governing law or regulation, but no such contract
right shall preclude the Board from exercising its right to remove any
officer at any time in accordance with Section 5.04 hereof.

      SECTION 5.03.  Other Officers.  The Corporation may have such other
officers, agents, and employees as the Board may deem necessary, including a
Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board, the Chairman of the Board or the President may from time to time
determine.  The Board may delegate to any principal officer the power to
appoint or remove any such subordinate officers, agents or employees.

      SECTION 5.04.  Removal.  Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board or, except in
case of any officer elected by the Board, by any committee or officer upon
whom the power of removal may be conferred by the Board (provided, however,
that if there is an Interested Shareholder, any such removal shall also
require the affirmative vote of a majority of the Continuing Directors then
in office).

      SECTION 5.05.  Resignation.  Any officer may resign at any time by
giving written notice to the Board, the Chairman of the Board or the
President.  Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.

      SECTION 5.06.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other case shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws
for regular election or appointment to such office.

      SECTION 5.07.  Chairman and Vice Chairmen of the Board.  The Board may
annually elect a Chairman of the Board and one or more Vice Chairmen of the
Board (the number thereof and variations in title to be determined by the
Board of Directors). The Chairman of the Board and any Vice Chairman shall
have the duties and powers specified in these By-Laws and as may be
determined by the Board.  The Chairman shall, when present, preside at all
meetings of the Board and at all meetings of the shareholders.  In the
absence of the Chairman of the Board, the Vice Chairman or if more than one
Vice Chairman has been elected, the most senior Vice


<PAGE>  11


Chairman (determined by title or in order of election) shall, when present,
preside at all meetings of the Board of Directors and at all meetings of the
shareholders.

      SECTION 5.08.  President.  Except as the Board shall otherwise
determine, the President shall have general supervision and control of the
Corporation's business, subject to the control of the Board.  If there be no
Chairman of the Board or, in the absence of the Chairman of the Board and
any Vice Chairman of the Board, the President shall preside at all meetings
of the Board and at all meetings of the shareholders and shall have such
additional powers and shall perform further duties as may from time to time
be assigned to him or her by the Board.

      SECTION 5.09.  Treasurer.  Except as the Board shall otherwise
determine, the Treasurer shall be the Chief Financial Officer of the
Corporation and shall be in charge of its funds, and shall have such other
duties and powers as may be designated from time to time by the Board or the
President.

      Any Assistant Treasurers shall have such duties and powers as shall be
designated from time to time by the Board, the President or the Treasurer.

      SECTION 5.10.  Vice Presidents.  Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe
or as shall be assigned to him by the President.

      SECTION 5.11.  Secretary.  The Secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meeting of the
shareholders, the Board, and all committees of which a secretary shall not
have been appointed; shall see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of
the Corporation and see that the seal is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-Laws; shall keep,
or cause to be kept, the list of shareholders as required by Section 2.10,
which shall include the post-office addresses of the shareholders and the
number of shares held by them, respectively, and shall make or cause to be
made, all proper changes therein; shall see that the books, reports,
statements, certificates and all other documents and records required by law
are properly kept and filed; and, in general, shall perform all duties
incident to the office of Secretary and such other duties as may from time
to time be assigned to him by the Board or the President.

      Any Assistant Secretaries shall have such duties and powers as shall
be designated from time to time by the Board, the President or the
Secretary.

      SECTION 5.12.  Compensation.  The compensation of the principal
officers of the Corporation shall be fixed from time to time by the Board
except that the Board may delegate to any committee of the Board or any
officer or officers the power to fix the compensation of any officer, except
the President of the Corporation.  No officer shall be prevented from
receiving a salary by reason of the fact that he is also a director of the
Corporation.


<PAGE>  12


                                 ARTICLE VI

                              Books and Records
                              -----------------

      SECTION 6.01.  Place.  The books and records of the Corporation may be
kept at such places within or without the State of Rhode Island, as the
Board may from time to time determine.  The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any officer or
agent designated by the Board.

      SECTION 6.02.  Addresses of Shareholders.  Each shareholder shall
furnish to the Secretary of the Corporation or to the transfer agent of the
Corporation an address at which notices of meetings and all other corporate
notices may be served upon or mailed to him, and if any shareholder shall
fail to designate such address, corporate notices may be served upon him by
mail, postage prepaid, to him at his post office address last known to the
Secretary of the Corporation or to the transfer agent of the Corporation or
by transmitting a notice thereof to him at such address by telegraph, cable
or other available method.

      SECTION 6.03.  Record Dates.  The Board may fix in advance a date, not
exceeding sixty days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend, or the date for the allotment of
any rights, or the date when any change or conversion or exchange of capital
stock of the Corporation shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at any such meeting or any
adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock of the Corporation, or to
give such consent, and in each such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall
be entitled to notice of, or to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.

      SECTION 6.04.  Audit of Books and Accounts.  The books and accounts of
the Corporation shall be audited at least once in each fiscal year by
certified public accountants of good standing, elected by the Board upon the
recommendation of the Corporation's Audit Committee.


                                 ARTICLE VII

                          Shares and Their Transfer
                          -------------------------

      SECTION 7.01.  Certificates of Stock.  Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe.  Each such certificate shall be signed by the Chairman of
the


<PAGE>  13


Board or the President or a Vice President and the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation and may be sealed with the seal of the Corporation or a
facsimile thereof.  Any or all of the signatures on the certificate may be a
facsimile.  In case an officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed on such certificate shall have
ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date
of its issue.  No certificate shall be issued for any share until such share
is fully paid.

      SECTION 7.02.  Record.  A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate
of stock of the Corporation issued, the number of shares represented by each
such certificate, and the date thereof, and, in the case of cancellation,
the date of cancellation.  The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

      SECTION 7.03.  Transfer of Stock.  Subject to the restrictions, if
any, stated or noted on the stock certificates, shares of stock may be
transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate therefor properly
endorsed or accompanied by a written assignment and power of attorney
properly executed, with necessary transfer stamps affixed, and with such
proof of the authenticity of signature as the Board or the transfer agent of
the Corporation may reasonably require.  Except as may be otherwise required
by law, by the Articles of Incorporation or by these By-Laws, the
Corporation shall be entitled to treat the record holder of stock as shown
on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to receive notice and to vote or to give
any consent with respect thereto and to be held liable for such calls and
assessments, if any, as may lawfully be made thereon, regardless of any
transfer, pledge or other disposition of such stock until the shares have
been properly transferred on the books of the Corporation.

      It shall be the duty of each shareholder to notify the Corporation of
the post office address of such shareholder.

      SECTION 7.04.  Transfer Agent and Registrar; Regulations.  The
Corporation shall, if and whenever the Board shall so determine, maintain
one or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board, where the shares of the capital stock of the
Corporation shall be directly transferable, and also if and whenever the
Board shall so determine, maintain one or more registry offices, each in
charge of a registrar designated by the Board, where such shares of stock
shall be registered.  The Board may make such rules and regulations as it
may deem expedient, not inconsistent with these By-Laws, concerning the
issue, transfer and registration of certificates for shares of the capital
stock of the Corporation.

      SECTION 7.05.  Lost, Destroyed or Mutilated Certificates.  In case of
the alleged loss or destruction or the mutilation of a certificate
representing capital stock of the Corporation, a new certificate may be
issued in place thereof, in the manner and upon such terms as the Board may
prescribe.


<PAGE>  14


      SECTION 7.06  Issuance of Capital Stock.  The Board shall have the
authority to issue or reserve for issue from time to time the whole or any
part of the capital stock of the Corporation which may be authorized from
time to time, to such persons or organizations, for such consideration,
whether cash, property, services or expenses, and on such terms as the Board
may determine, subject to applicable law, including without limitation, the
granting of options, warrants or conversion or other rights to subscribe to
said capital stock.


                                ARTICLE VIII

                                    Seal
                                    ----

      The Board shall have the power to adopt and alter the seal of the
Corporation.


                                 ARTICLE IX

                                 Fiscal Year
                                 -----------

      Except as otherwise determined by the Board, the fiscal year of the
Corporation shall be the twelve months ended December 31st.


                                  ARTICLE X

                               Indemnification
                               ---------------

      (a)  The Corporation shall indemnify, in the manner and to the full
extent permitted by law, any person (or the personal representative of any
person) who at any time serves or shall have served as a director of the
Corporation, and the Board shall be authorized to cause the Corporation to
indemnify, in the manner and to the full extent permitted by law, any person
(or the personal representative of any person) who at any time serves or
shall have served as an officer, employee or agent of the Corporation,
against and for any and all claims and liabilities to which he may be or
become subject by reason of such service, and any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best


<PAGE>  15


interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b)  The Corporation shall indemnify, in the manner and to the full
extent permitted by law, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he (or the personal representative of any person) is
or was a director of the Corporation, and the Board shall be authorized to
cause the Corporation to indemnify, in the manner and to the full extent
permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was an officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation and except that no such indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the Corporation, unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which such court shall
deem proper.

      (c)  To the extent that a director, officer, employee or agent of the
Corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified, in
the manner and to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

      (d)  Any indemnification under paragraphs (a) and (b) (unless ordered
by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the directors,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraphs (a) and (b).
Such determination shall be made (1) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if a quorum cannot be obtained, by a majority vote of a
committee of the Board, duly designated to act in the matter by a majority
vote of the full Board (in which designation Directors who are parties to
such action, suit or proceeding may participate) consisting solely of two or
more directors not at the time parties to such action, suit or proceeding,
or (3) if such a quorum is not obtainable, by independent legal counsel in a
written opinion, or (4) by the shareholders.

      (e)  Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board in
the manner provided in paragraph (d) upon receipt of (1) a written
affirmation by the Director of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Corporation
pursuant to applicable law and (2) an


<PAGE>  16


undertaking by or on behalf of the directors, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article
X.

      (f)  The indemnification provided by this Article X shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators.

      (g)  The Board may authorize, by a vote of a majority of the full
Board, the Corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article X.

      (h)  For purposes of this Article X, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a directors, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article X with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence
had continued.

      (i)  For purposes of this Article X, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefits
plan; and references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article X.


<PAGE>  17


                                 ARTICLE XI

                        Certain Operating Provisions
                        ----------------------------

      SECTION 11.01.  Execution of Contracts.  Unless the Board shall
otherwise determine, the Chairman of the Board, the President, or the
Treasurer may enter into any contract or execute any contract or other
instrument, the execution of which is not otherwise specifically provided
for, in the name and on behalf of the Corporation and such contract may be
attested by the Secretary or any Assistant Secretary.  The Board, or any
committee designated thereby with power so to act, except as otherwise
provided in these By-Laws, may authorize any other or additional officer or
officers or agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.  Unless authorized so to do by these By-Laws or by the Board or
by any such committee, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable pecuniarily for any purpose or to any
amount.

      SECTION 11.02  Conveyances and Foreclosures.  Unless otherwise
provided by law or the Board, the Chairman of the Board, the President, any
Vice President, any Assistant Vice President, the Treasurer, any Vice
Treasurer, and any Assistant are authorized and empowered severally to
execute, acknowledge and deliver, in the name and on behalf of the
Corporation, whenever authorized by the Board or the Executive Committee by
general or specific vote, all deeds and conveyances of real estate, all
assignments, extensions, releases, partial releases and discharges of
mortgages, and all assignments and transfers of bonds and other securities,
and in connection with any of the foregoing said officers are authorized and
empowered severally to release or assign the interest of the Corporation in
any policy of insurance held by it.

      Unless otherwise provided by law or the Board, in the event of a
breach of condition of any mortgage held by the Corporation, the Chairman of
the Board, the President, any Vice President, any Assistant Vice President,
the Treasurer, any Vice Treasurer, and any Assistant Treasurer are
authorized and empowered severally, in the name and on behalf of the
Corporation, whenever authorized by the Executive Committee or by the Board
by general or specific vote, to make entry for the purpose of taking
possession of the mortgaged property or of foreclosing such mortgage and to
perform any and all acts necessary or proper to consummate such foreclosure
and effect the due execution of any power of sale contained in such
mortgage, including the execution, acknowledgment and delivery of all deeds
and instruments of conveyance to the purchaser and the execution of all
affidavits and certificates required by law or deemed necessary by any of
such officers.

      SECTION 11.03  Voting of Securities.  Unless otherwise provided by the
Board, the Chairman of the Board, the President or Treasurer may waive
notice of and act on behalf of the Corporation, or appoint another person or
persons to act as proxy or attorney in fact for the Corporation with or
without discretionary power and/or power of substitution, at any meeting of
shareholders or shareholders of any other organization, any of whose
securities are held by the Corporation.


<PAGE>  18


                                 ARTICLE XII

                                 Amendments
                                 ----------

      These By-Laws may be altered, amended or repealed, in whole or in
part, and new By-Laws may be adopted, in whole or in part only as provided
in the Articles of Incorporation.


<PAGE>  19